SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

---

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
EXCHANGE ACT OF 1934

For Quarterly Period Ended March 31, 2001

Commission File Number 1-6798

---

TRANSAMERICA FINANCE CORPORATION(Exact name of registrant as specified
in its charter)

|Delaware                        | 95-1077235         
|------------------------------- | -------------------
|(State or other jurisdiction of | (I.R.S. Employer   
|incorporation or organization)  | Identification No.)

9399 West Higgins RoadRosemont, Illinois 60018(Address of principal
executive offices) (Zip Code)

(847) 685-1100(Registrant's telephone number, including area code)

Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 3 months
(or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X No

Number of shares of Common Stock, $10
par value, outstanding as of close of business on May 8, 2001: 1,464,285.

1

# TRANSAMERICA FINANCE CORPORATION

# FORM 10-Q

## Part I. Financial Information

## Item 1. Financial Statements.

The following unaudited
consolidated financial statements of Transamerica Finance Corporation and its
subsidiaries (the Company) for the periods ended March 31, 2001 and
2000, do not include complete financial information and should be read in
conjunction with the Consolidated Financial Statements filed with the Commission
on Form 10-K for the year ended December 31, 2000. The financial information
presented in the financial statements included in this report reflects all
adjustments, consisting only of normal recurring accruals, which are, in the
opinion of management, necessary for a fair statement of results for the interim
periods presented. Results for the interim periods are not necessarily
indicative of the results that may be expected for the entire year.

* * * * *

On July 21, 1999,
Transamerica Corporation, which owns all of the Companys outstanding
common stock, completed its merger with a subsidiary of AEGON N. V. (AEGON), a
Netherlands based international insurance company. As a result, the Company is
now an indirect subsidiary of AEGON.

In 2000, the Company
determined that certain of its businesses did not fit its long-term strategy. As
a result of this determination, the Company reclassified certain assets to
assets held for sale. The Company also identified certain other assets as
liquidating and retained those assets in finance receivables. At March 31, 2001,
approximately $830.7 of the Companys net finance receivables and equipment
held for lease, net of a valuation allowance of $122.8 million, were classified
as assets held for sale and $565.9 million of the Companys net finance
receivables were identified as liquidating.

2

# TRANSAMERICA FINANCE CORPORATION
CONSOLIDATED BALANCE SHEETS(Dollar amounts in millions)

|                                                                         | March 31,2001 | December 31,2000
|------------------------------------------------------------------------ | ------------- | ----------------
|ASSETS                                                                   |               |                 
|Cash and cash equivalents                                                |               |                 
|                                                                        
|Finance receivables                                                      |               |                 
|Less unearned finance charges                                            |               |                 
|                                                                        
|Net finance receivables                                                  |               |                 
|Less allowance for losses                                                |               |                 
|                                                                        
|                                                                         |               |                 
|Property and equipment  less accumulated depreciation of $1,231.1 in    |               |                 
|2001 and $1,205.1 in 2000:                                               |               |                 
|Land, buildings and equipment                                            |               |                 
|Equipment held for lease                                                 |               |                 
|Investments (cost of $71.4 in 2001and $72.3 in 2000)                     |               |                 
|Goodwill, less accumulated amortization of $230.0 in 2001 and            |               |                 
|$186.5 in 2000                                                           |               |                 
|Assets held for sale (net of a valuation allowance of $122.8 in 2001 and |               |                 
|$125.1 in 2000)                                                          |               |                 
|Advances due from affiliates                                             |               |                 
|Other assets                                                             |               |                 
|                                                                        
|                                                                         |               |                 
|                                                                        
|                                                                        
|LIABILITIES AND STOCKHOLDER'S EQUITY                                     |               |                 
|Debt:                                                                    |               |                 
|Unsubordinated                                                           |               |                 
|Subordinated                                                             |               |                 
|Due to AEGON affiliates                                                  |               |                 
|                                                                        
|Total debt                                                               |               |                 
|Deferred real estate service revenues                                    |               |                 
|Accounts payable and other liabilities                                   |               |                 
|Income taxes payable, of which $445.4 in 2001 and                        |               |                 
|$377.2 in 2000 are deferred                                              |               |                 
|Stockholders equity:                                                    |               |                 
|Preferred stock  authorized, 250,000 shares without par value;          |               |                 
|none issued                                                              |               |                 
|Common stock  authorized, 2,500,000 shares of $10 par value;            |               |                 
|issued and outstanding, 1,464,285 shares                                 |               |                 
|Additional paid-in capital                                               |               |                 
|Retained earnings                                                        |               |                 
|Accumulated other comprehensive loss                                     |               |                 
|                                                                        
|Total stockholders equity                                               |               |                 
|                                                                        
|                                                                         |               |                 
|                                                                        

3

# TRANSAMERICA FINANCE CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(Dollar amounts in millions)

|                                                                      | Three months endedMarch 31,
|--------------------------------------------------------------------- | ---------------------------
|
|REVENUES                                                              |                            
|Finance charges                                                       |                            
|Leasing revenues                                                      |                            
|Real estate service revenues                                          |                            
|Other                                                                 |                            
|                                                                     
|Total revenues                                                        |                            
|                                                                     
|EXPENSES                                                              |                            
|Interest and debt expense                                             |                            
|Depreciation on equipment held for lease                              |                            
|Salaries and other operating expenses                                 |                            
|Provision for losses on receivables                                   |                            
|                                                                     
|Total expenses                                                        |                            
|Income before income taxes and cumulative effect of accounting change |                            
|Income taxes                                                          |                            
|                                                                     
|Income before cumulative effect of accounting change                  |                            
|Cumulative effect of accounting change                                |                            
|(net of income taxes of $4.1)                                         |                            
|                                                                     
|Net income                                                            |                            
|                                                                     

4

# TRANSAMERICA FINANCE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in millions)

|                                                            | Three months endedMarch 31,
|----------------------------------------------------------- | ---------------------------
|
|OPERATING ACTIVITIES                                        |                            
|Net income                                                  |                            
|Adjustments to reconcile net income to net cash provided by |                            
|operating activities:                                       |                            
|Depreciation and amortization                               |                            
|Provision for losses on receivables                         |                            
|Change in accounts payable and other liabilities            |                            
|Change in income taxes payable                              |                            
|Other                                                       |                            
|                                                           
|Net cash provided by operating activities                   |                            
|                                                           
|INVESTING ACTIVITIES                                        |                            
|Finance receivables originated                              |                            
|Finance receivables collected and sold                      |                            
|Purchases of property and equipment                         |                            
|Sales of property and equipment                             |                            
|Change in advances due from affiliates                      |                            
|Proceeds from sale of certain assets held for sale          |                            
|Other                                                       |                            
|                                                           
|Net cash provided by (used in) investing activities         |                            
|                                                           
|FINANCING ACTIVITIES                                        |                            
|Proceeds from debt financing                                |                            
|Repayments of debt                                          |                            
|Capital contributions from parent company                   |                            
|Cash dividends paid                                         |                            
|Return of capital                                           |                            
|                                                           
|Net cash provided by (used in) financing activities         |                            
|                                                           
|Increase in cash and cash equivalents                       |                            
|Cash and cash equivalents at beginning of year              |                            
|                                                           
|Cash and cash equivalents at end of period                  |                            
|                                                           

5

# TRANSAMERICA FINANCE CORPORATION
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
(Dollar amounts in millions)

|                             | Three months endedMarch 31,
|---------------------------- | ---------------------------
|
|Balance at beginning of year |                            
|Net income                   |                            
|Dividend declared and paid   |                            
|                            
|Balance at end of period     |                            
|                            

Item 2. Managements Narrative Analysis of Results of Operations

The following table sets
forth revenues and income (loss) by line of business for the periods indicated:

|                                   | Three months ended March 31,(Dollar amounts in millions)
|---------------------------------- | --------------------------------------------------------
|
|
|Commercial lending                 |                                                         
|Intermodal leasing                 |                                                         
|Real estate information services   |                                                         
|Other                              |                                                         
|                                  
|                                   |                                                         
|                                  
|Amortization of goodwill           |                                                         
|                                   |                                                         
|Income before cumulative effect of |                                                         
|accounting change                  |                                                         
|Cumulative effect of accounting    |                                                         
|change                             |                                                         
|                                   |                                                         
|Net income                         |                                                         
|                                   |                                                         

Commercial Lending

Commercial lendings
income from operations for the first quarter of 2001 was $23.7 million, a $10.4
million (30%) decrease from the first quarter 2000 income of $34.1 million.
Operating results for the first quarter of 2001 included a $1.8 million after
tax charge resulting from the reduction in fair value of the operations
stock warrants, which are accounted for as derivative instruments under FASB
Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities(FAS No.133). In addition, operating results for the
first quarters of 2001 and 2000, included $3.2 million and $5.8 million,
respectively, in after tax gains resulting from the sale of a portion of stock
received from the exercise of stock warrants. During the first quarter of 2001,
the commercial lending operation sold $211.0 million of retail net finance
receivables which resulted in after tax gains of $6.0 million and sold certain
assets of the insurance premium finance business for an after tax gain of $1.5
million. In connection with the insurance premium finance asset sale, a decision
was made to liquidate the remaining insurance premium finance net finance
receivables and reclassify the net carrying value of those receivables from
assets held for sale to net finance receivables. Excluding the above items,
commercial lending income from operations decreased $13.5 million (48%) from the
first quarter of 2000.

6

Commercial lending revenues
increased in the first quarter of 2001 by $6.5 million (2%) over the first
quarter of 2000, principally as a result of growth in average net finance
receivables outstanding in the equipment financial services loan and lease
portfolio. Revenues in the first quarter of 2001 and 2000 included $5.0 million
and $9.2 million of gains on the sale of stock, respectively.

Interest expense increased
$8.0 million (7%) in the first quarter of 2001 as compared to the comparable
2000 period, primarily due to an increase in the average level of outstanding
debt used to finance asset growth. Operating expenses in the first quarter of
2001 increased $9.8 million (10%) over the same period of 2000, primarily due to
additional costs associated with the runoff of the liquidating assets. In the
first quarter of 2001, the provision for losses on finance receivables increased
$4.4 million (17%) over the first quarter of 2000, principally as a result of
higher credit losses and increased non-earning finance receivables in the
transportation and technology loan portfolios. Credit losses, net of recoveries,
on an annualized basis as a percentage of average net finance receivables
outstanding (average net finance receivables outstanding include those of
businesses classified as assets held for sale), were 1.65% for the first quarter
of 2001 compared to 0.55% for the first quarter of 2000.

Net finance receivables
outstanding at March 31, 2001 decreased $58.1 million (1%) from December 31,
2000. The decrease was primarily in the technology and liquidating loan
portfolios, partially offset by growth in the operations other businesses.
Management has established an allowance for losses on net finance receivables of
$164.4 million (1.96% of net finance receivables outstanding) at March 31, 2001,
compared to $158.9 million (1.88% of net finance receivables outstanding) at
December 31, 2000.

Delinquent finance
receivables are defined as the installment balance for inventory finance and
asset-based lending finance receivables more than 60 days past due and the
finance receivables balance for all other finance receivables over 60 days past
due. At March 31, 2001, delinquent finance receivables were $150.1 million
(1.63% of finance receivables outstanding) compared to $128.5 million (1.38% of
finance receivables outstanding) at December 31, 2000.

Non-earning finance
receivables are defined as balances from borrowers that are more than 90 days
delinquent for non-credit card finance receivables or at such time as full
collectability becomes doubtful. Non-earning finance receivables on revolving
credit card accounts included in retail are defined as balances from borrowers
in bankruptcy and accounts for which full collectability is doubtful.
Non-earning finance receivables were $225.3 million (2.44% of finance
receivables outstanding) at March 31, 2001 compared to $193.9 million (2.08% of
finance receivables outstanding) at December 31, 2000. The increase in
delinquent and non-earning finance receivables was primarily in the
transportation and technology loan portfolios.

Assets held for sale at March
31, 2001, totaled $830.7 million, net of a $118.7 million valuation allowance,
and consisted of retail finance, consumer mortgage, and small business
administration loan net finance receivables and other repossessed assets. At
March 31, 2001, insurance premium finance net finance receivables totaling
$113.8 million were reclassified from assets held for sale to net finance
receivables in connection with the sale of certain related assets and the
decision to liquidate the remaining portfolio. Assets held for sale at December
31, 2000 totaled $1,130.1 million, net of a $125.1 million valuation allowance.
Of the net finance receivables classified as assets held for sale at March 31,
2001, $75.5 million were delinquent and $61.5 million were classified as
non-earning. At December 31, 2000, delinquent and non-earning net finance
receivables of these businesses were $78.1 million and $57.2 million,
respectively.

7

Intermodal Leasing

Intermodal leasing financial
results for the first quarter of 2001 reflect the operations marine
container and European trailer businesses. In the second half of 2000, the
operations tank container and domestic products businesses were sold.

For the first quarter of
2001, the intermodal leasing operation reported a loss from operations of $7.7
million compared to income of $9.6 million in the first quarter of 2000. Income
from operations in the first quarter of 2000 included a $9.5 million net tax
benefit associated with a structured financing of certain European trailer
equipment. Excluding this item and income from the tank container and domestic
products businesses in the first quarter of 2000, losses from operations grew by
$0.3 million (4%). Operating results for the first quarter of 2001 continued to
be negatively impacted by lower per diem rates and higher operating costs,
partially offset by a decrease in selling and administrative expenses.

Revenue for the first quarter
of 2001 decreased $51.0 million (30%) as compared with the first quarter 2000.
This decrease was primarily attributable to the sale of the tank container and
domestic products businesses. Excluding revenue from the tank container and
domestic products businesses, revenue increased by $3.7 million (3%).

Expenses for the first
quarter of 2001 decreased $33.7 million (21%) from the first quarter of 2000 due
primarily to lower ownership, operating and selling and administrative expenses
resulting from the sale of the tank container and domestic products businesses.
Excluding expenses related to the tank container and domestic products
businesses for the first quarter of 2000 and the net tax benefit of $9.5
million, expenses increased by $4.0 million (3%).

Marine container utilization
averaged 75% in the first quarter of 2001 and 76% in the first quarter of 2000.
European trailer utilization was 87% in the first quarter of 2001and 80% in the
first quarter of 2000.

Real Estate Information Services

Real estate information
services provides property tax monitoring, flood certification, and other real
estate information services to its customers. The largest component of this
operation is the tax monitoring business, which provides tax monitoring services
to mortgage lenders nationwide. Real estate information services net income for
the first quarter of 2001 was $2.8 million, compared to $4.2 million for the
first quarter of 2000.

Real estate information
services revenue for the first quarter of 2001 decreased by $12.6 million (19%),
as compared to the same period of 2000, primarily due to the contribution of its
former Intellitech business to First American Real Estate Solutions, L.P.
(FARES) in August of 2000 and decreased amortization of deferred
revenue in the tax monitoring business attributable to loan volume in the years
of 1998 and 1999. Operating expenses decreased $9.9 million (17%) primarily due
to the contribution of the Intellitech business to FARES.

Real estate information
services income generally increases or decreases based on the volume of
residential real estate loan transactions.

Other

The increase in the results
in income from other operations for the first quarter of 2001, as compared to
the first quarter of 2000, primarily was due to a $2.5 million after tax gain on
the sale of interest rate swaps and a $3.0 million after tax fair value
adjustment to the debt derivatives that did not qualify as hedges under FAS 133.

8

Comprehensive Income

In accordance with Financial
Accounting Standard No. 130, Reporting Comprehensive Income,
comprehensive income for the three months ended March 31, 2001 and 2000,
comprised of (amounts in millions):

|                                               | Three months endedMarch 31,
|---------------------------------------------- | ---------------------------
|
|Net income                                     |                            
|Other comprehensive income (loss), net of tax: |                            
|Change in net unrealized gains from            |                            
|investments marked to fair value               |                            
|Foreign currency translation adjustments       |                            
|Change in unrealized gains from derivatives    |                            
|marked to fair value                           |                            
|Cumulative effect of accounting change         |                            
|                                              
|Comprehensive income (loss)                    |                            
|                                              

Derivatives

The Company uses derivative
financial instruments to hedge some of its interest rate and foreign exchange
rate risk. The Company uses interest rate exchange agreements and forward
contracts to hedge the interest rate risk of its outstanding indebtedness and
future commitments. The interest rate exchange agreements are intended to help
the Company more closely match the cash flow received from its assets to the
payment on its liabilities, and generally provide that one party pays interest
at a floating rate in relation to movements in an underlying index and the other
party pays interest at a fixed rate. The Company also uses cross currency
exchange agreements, which fix by contract the amounts of various currencies to
be exchanged at a future date with other contracting parties and forward
exchange contracts whereby the Company agrees to sell to other contracting
parties at a future date a specified amount of foreign currency for a specified
amount of dollars.

The Company adopted FAS No.
133, as amended, on January 1, 2001. The adoption of FAS No. 133 impacted the
Company as a result of the transition adjustment to record the derivatives at
fair value and, to the extent the hedged items carrying amounts were
different from their fair value, an adjustment to the carrying amount of the
hedged items. To the extent that the hedged items were already recorded at fair
value or the adjustment to record the hedged items at fair value was less than
the transition adjustment to record the derivatives at fair value, there was an
income statement effect. Also, under FAS No. 133, stock warrants that the
Company receives in connection with its technology loans may be considered
derivatives. This derivative treatment requires the warrants to be recorded on
the balance sheet and marked to market through the income statement. The
positive cumulative effect adjustment to net income of adopting this statement
was $7.7 million after tax. The adoption of this standard may add volatility to
the reported results of operations.

While the Company is exposed
to credit risk in the event of non-performance by the counterparty, the
likelihood of non-performance is considered low due to the high credit ratings
of the counterparties. At March 31, 2001, all of the interest rate exchange
agreements were with financial institutions with investment grade ratings of A
or better by one or more of the major credit rating agencies.

Debt derivative financial
instruments with notional amounts of $1.6 billion at March 31, 2001 and $2.2
billion at December 31, 2000 were outstanding and designated as hedges of the
Companys liabilities. Of these debt derivatives, $1.0 billion at March 31,
2001 and $1.1 billion at December 31, 2000 qualified under FAS 133 for hedge
accounting treatment

9

The fair values of the
Companys debt derivatives at March 31, 2001 and December 31, 2000 were net
benefits of $36.7 million and $30.6 million, respectively. These debt
derivatives contained aggregate gross obligations of $1.1 million and $1.1
million, respectively, and aggregate gross benefits of $37.8 million and $31.7
million, respectively.

New Accounting Standard

In September 2000, the FASB
issued Statement No. 140, Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities, that replaces in its entirety
FASB Statement No. 125. Although the statement has changed many of the rules
regarding securitizations, it continues to require an entity to recognize the
financial and servicing assets it controls and the liabilities it has incurred
and to derecognize financial assets when control has been surrendered in
accordance with the criteria provided in the Statement. As required, the Company
will apply the new rules prospectively to transactions initiated in the second
quarter of 2001. Based on current circumstances, the Company believes the
application of this standard will not have a material impact on its financial
statements.

Safe Harbor Statement Under the Private Securities Litigation Reform
Act of 1995

The statements contained in
this report, which are not historical facts, are forward-looking statements.
When included in this report, the words expects,
intends, anticipates, estimates, and
analogous expressions are intended to identify forward-looking statements. Such
statements inherently are subject to a variety of risks and uncertainties that
could cause actual results to differ materially from those projected. Such risks
and uncertainties include, among others, general economic and business
conditions, competition, changes in financial markets (credit, currency,
commodities and stocks), changes in foreign, political, social and economic
conditions, regulatory initiatives and compliance with governmental regulations,
judicial decisions and rulings, and various other matters, many of which are
beyond the Companys control. These forward-looking statements speak only
as of the date of this Report. The Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statement contained herein to reflect any change in the Companys
expectations with regard thereto or any change in events, conditions or
circumstances on which any statement is based.

Item 6. Exhibits and Reports on Form 8-K.

| | (a) | Exhibits.
| | --- | ---------

| |  | 12 | Computation
of Ratio of Earnings to Fixed Charges.
| |  | -- | --------------------------------------------------

| |  | Reports | on
Form 8-K.
| |  | ------- | ------------

| |  | None. | 
| |  | ----- | 

10

# SIGNATURES

Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

| |  |  |  |  |  | TRANSAMERICA FINANCE
CORPORATION
| |  |  |  |  |  | --------------------------------

Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below on May
9, 2001 by the following persons on behalf of the Registrant and in the
capacities indicated.

|Signature                                 | Title                               
|----------------------------------------- | ------------------------------------
|                                         
|Principal Financial Officer:              |                                     
|                                         
|                                         
|Principal Accounting Officer:            
|                                         
|/s/ THOMAS G. BASTIAN (Thomas G. Bastian) | Senior Vice President and Controller
|
|                                         
|Date:     May 9, 2001                    

11